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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(d)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 21)
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DANA CORPORATION
(Name of Subject Company)
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DANA CORPORATION
(Name of Person(s) Filing Statement)
Common Stock, Par Value $1.00 Per Share
(including the Associated Series A Junior
Participating Preferred Stock Purchase Rights)
(Title of Class of Securities)
235811 10 6
(CUSIP Number of Class of Securities)
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Michael L. DeBacker, Esq.
Vice President, General Counsel and Secretary
Dana Corporation
4500 Dorr Street
Toledo, Ohio 43615
(419) 535-4500
(Name, Address and Telephone Number of Person Authorized to Receive Notice and
Communications on Behalf of the Person(s) Filing Statement)
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With copies to:
Adam O. Emmerich, Esq.
David C. Karp, Esq.
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
(212) 403-1000
[] Check the box if the filing relates solely to preliminary communications made
before the commencement of a tender offer.
The purpose of this amendment is to amend and supplement Item 9
in the Solicitation/Recommendation Statement on Schedule 14D-9 previously filed
by Dana Corporation, a Virginia corporation, on July 22, 2003, as thereafter
amended, and to add an additional Exhibit and revise the Exhibit Index
accordingly.
Item 9. EXHIBITS.
Exhibit No. Description
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(a)(31) Press release.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
DANA CORPORATION
By: /s/ ROBERT C. RICHTER
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Robert C. Richter
Vice President and
Chief Financial Officer
Dated: October 31, 2003
-2-
INDEX OF EXHIBITS
Exhibit No. Description
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(a)(31) Press release.
-3-
Exhibit (a) (31)
Contact: Michelle Hards
(419) 535-4636
michelle.hards@dana.com
DANA CORPORATION COMMENTS ON
THIRD EXTENSION OF ARVINMERITOR TENDER OFFER
TOLEDO, OHIO, [OCTOBER 30, 2003] -- Dana Corporation (NYSE: DCN) issued the
following statement today in response to the announcement by ArvinMeritor, Inc.
(NYSE: ARM) that it will extend for a third time the expiration of its tender
offer for all outstanding Dana shares.
"On July 22, Dana's Board of Directors rejected ArvinMeritor's offer after a
thorough review and consultation with its legal and financial advisors," said
Bill Carroll, Acting President and Chief Operating Officer. "The Board concluded
at that time that the offer was a financially inadequate, high-risk proposal
that was not in the best interests of Dana or its shareholders, and nothing has
changed with respect to the offer since that time. As demonstrated by our strong
third-quarter earnings, Dana's restructuring and transformation efforts are
producing results and the Board continues to believe that the company's ongoing
strategy is a better way to enhance value for our shareholders."
Mr. Carroll continued, "In the nearly four months since ArvinMeritor originally
made this unsolicited offer, it still has not announced that it has the
necessary financing for the transaction. In addition, the major antitrust
challenges that Dana's Board noted from the start were underscored by the
`second request' for information issued by the FTC in early September. Since
August, ArvinMeritor has publicly discussed potential divestitures of the
combined company's assets to address these challenges. Substantial divestitures
would limit the opportunities for synergies and change the strategic premise for
the transaction that ArvinMeritor originally proposed to shareholders. For these
reasons, among others, investors understandably continue to question whether
this deal makes sense."
Dana's shareholders, and its customers, suppliers and employees, are strongly
advised to read carefully Dana's solicitation/recommendation statement regarding
ArvinMeritor's tender offer, because it contains important information. Free
copies of the solicitation/recommendation statement and the related amendments,
which have been filed by Dana with the Securities and Exchange Commission, are
available at the SEC's web site at WWW.SEC.GOV, or at the Dana web site at
WWW.DANA.COM, and also by directing requests to Dana's Investor Relations
Department or Dana's information agent, D.F. King & Co., Inc., at
1-800-901-0068.
Dana is a global leader in the design, engineering, and manufacture of
value-added products and systems for automotive, commercial, and off-highway
vehicle manufacturers and their related aftermarkets. The company employs
approximately 60,000 people worldwide. Founded in 1904 and based in Toledo,
Ohio, Dana operates
hundreds of technology, manufacturing, and customer service facilities in 30
countries. The company reported 2002 sales of $9.5 billion.
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